8-K
false 0001376339 0001376339 2023-03-23 2023-03-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 23, 2023

 

 

MIMEDX GROUP, INC.

(Exact name of registrant as specified in charter)

 

 

 

Florida   001-35887   26-2792552
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

1775 West Oak Commons Ct., NE, Marietta GA 30062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 651-9100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   MDXG   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 23, 2023, MiMedx Group, Inc. (the “Company”), announced that Peter M. Carlson, its Chief Financial Officer, had informed the Company of his decision to leave the Company to pursue other opportunities at an effective date to be mutually agreed upon. The Company has initiated a search for its next Chief Financial Officer and Mr. Carlson will be assisting MIMEDX throughout this process to ensure a smooth transition.

 

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release dated March 23, 2023, relating to the announcement described in Item 5.02, is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.    Description of Exhibit
99.1    Press release dated March 23, 2023
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      MIMEDX GROUP, INC.
Date: March 24, 2023     By:  

/s/ WILLIAM HULSE

      William “Butch” Hulse,
      EVP & General Counsel
EX-99.1

Exhibit 99.1

 

LOGO

MIMEDX Announces Chief Financial Officer Transition

Executive Search Underway

MARIETTA, Ga., March 23, 2023 — MiMedx Group, Inc. (Nasdaq: MDXG) (“MIMEDX” or the “Company”), a pioneer and leader in placental biologics, today announced that Peter M. Carlson, Chief Financial Officer, has decided to leave the Company to pursue other opportunities. The Company has initiated a search for its next Chief Financial Officer and Mr. Carlson will be assisting MIMEDX throughout this process to ensure a smooth transition.

“In the three years Pete has been with MIMEDX, he has played a critical role bringing excellence to our finance and accounting functions,” stated Joseph H. Capper, MIMEDX Chief Executive Officer. “As a result of his leadership, we are on sound footing. More specifically, Pete helped the Company raise debt and equity to strengthen the Company’s financial position, successfully led MIMEDX out of a de-listing, enhanced our internal controls and was the architect of our new segment reporting. We are extremely appreciative of Pete’s contributions and accomplishments and wish him our sincere best in his future endeavors.”

“MIMEDX has been truly transformed over the last few years. I am proud to have been a part of the process to stabilize and strengthen the Company and feel privileged to have represented such wonderful technology,” stated Mr. Carlson. “I look forward to watching MIMEDX continue to grow and prosper, as my colleagues build on the Company’s momentum.”

About MIMEDX

MIMEDX is a pioneer and leader in placental biologics, developing and distributing placental tissue allografts to help address unmet clinical needs in multiple sectors of healthcare, including the Advanced Wound Care market as well as in surgical recovery settings. MIMEDX is also focused on advancing a promising late-stage pipeline opportunity targeted at decreasing pain and improving function for patients with knee osteoarthritis. Our products are derived from human placental tissues and processed using our proprietary methods, including the Company’s own PURION® process. We employ Current Good Tissue Practices, Current Good Manufacturing Practices, and terminal sterilization to produce our allografts. MIMEDX has supplied over two million allografts, through both direct and consignment shipments. For additional information, please visit www.mimedx.com.

Contact:

Matt Notarianni

Investor Relations

470-304-7291

mnotarianni@mimedx.com